The Marvel Apocalypse
by Waffle Studios
Summary: Tale of The Kingpin taking over the world overnight, and the hell that follows. Follows several Marvel chracters, including a BobbyKitty romance. The first Chapter is a short itnroduction, becuase the summary sucks. Please review, my first fanfic!
1. Introduction

NOTE FROM WRITER: Hello readers, I hope you love this story, its fun to write. It spans over the ENTIRE Marvel Universe, the main chracters are listed via letters to themselves in the aftermath below, It is a two part series, the first following a ton of heroes, INlcuding Spiderman, Captain America, Punisher, Bobby Drake, Kitty Pryde, Daredevil, Deadpool, Ghost Rider, Hawkeye and so on. Put in your review who else you would like to see fight or appear, and I will do my best to add them unless I have killed them off (this happens alot, the story starts out with the death of Nick Fury)

Hello Iceman. I'm writing you from a future. No doubt, this letter will confuse you, hell, it confuses me and I lived through it.  
All of this account is true, and has ended. But I cant just let it all go. Someone has to remember. No one is really left to though. I write you so you will know what we went through, the death, misery, anguish and loss of hope. And maybe this letter will help prevent the terror form happening again.

Read it all,  
From: Bobby Drake, 2026

Frank Castle. I haven't heard that name in years. You know I'm not great with words so I will keep this simple. These are the stories of the past twenty years, I guess you could call it an alternate future Read what you can. It is painful for me to write it, so I'm sure it is almost as painful to read.

From: Punisher

Rogers. I know you are a leader. You were trained as a leader, but I just want to tell you that it is ok to follow. I did, If I had led all would have been lost. If the Kingpin ever tries anything like this again, take it form me, follow. You will find leadership in the most odd places. Trust me.

From: Captain America

Eddie Brock. Even we can be god sometimes. Don't be afraid of light. This letter.. This letter will change your life

From: Venom

Hey Matt. You cant read this obviously. Actually, I cant really write it, Bobby is helping out. Just Be strong, and help comes from all places. Justice is blind now, but here, nothing is justice, only right.

From: Daredevil


	2. Overnight

Hell happened overnight. Nick Fury fell asleep to a mostly peaceful nation, and woke up to find ruin and death. The sky seemed red with the blood of so many. Washington DC looked like a crater. Nothing was right. What the _fuck_ had happened? In ten hours, a crime lord in New York was the lord of an entire planet? How?

Fury rushed getting dressed, didn't bother to shower or anything. He had to report to bas immediately, find out how hell had come down around them. He ran out his door and too his black and blue 1971 Corvette Coup. From his car he sent an SOS to ALL heroes that could get to SHEILD HQ. Fury started his car, beginning to sweat. He twisted the keys, but the car only gave a little chug. Damn engine. Fury twisted the keys in the ignition again, still no effect.. Again he tried, but only a small whine. Same effect twice more. About to give up, Fury twisted the keys, and smiled. The engine started. He let out a sigh of relive.  
**And then the car exploded.**

Daredevil ran on the rooftops of New York. His city. The city that had almost always protected him in the same way eh protected it. Bullets whizzed past him as he sprinted into the shadowy roofs of New York. Helicopters followed, men inside firing with MI6's. The red clad hero jumped form a tall apartment complex onto a much shorter pub below. Then the helicopter followed, going low, trying to find its lost prey. Daredevil landed and tumbled form the weight of the jump. He flung his grapple cane form under him and caught the rail bottom of the chopper. Smiling slightly now, he ran forcefully to the end of the building, the pull of the helicopter making it hard.

In one motion he turned and used the force of pull to launch him into the air towards the chopper. He spun, and flipped into the other side, KO'ing one of the men with a kick. The other man turned and fired, the bullets hitting the inside of the copter. Daredevil unhooked his cane and brought it around to the other man, flinging him out of the copter to fall onto the hell ridden streets below. Sniffing the air, Daredevil caught the scent of gas, leaking outside the copter. He bent and picked up the pistol from the knocked out soldier, and jumped gracefully out of the helicopter. He aimed the gun in the air and fired once. The explosion quickened his seed towards the ground, but Daredevil caught himself on a flagpole.

Mr. Fantastic burst into the Fantastic Four Headquarters. Invisible Woman was shield the door, sweat glistening on her face from the supreme effort. She couldn't hold it forever though. Johnny Storm was flamed, preparing for Invisible Woman's shield to falter. The Thing was piling bookcases at the door quickly.

"Thing! Keep piling!" Mr. Fantastic ordered, a few seconds of intense silence followed the words. Glass around the Fantastic Four shattered. The damned soldiers were coming in through the windows. "Ben, to the windows! Johnny, cover Susan!" Mr. Fantastic yelled.

Thing pile drove through an onslaught of M16 armed soldiers, giving no mercy, tossing them rigorously out windows and smashing down their heads on the floor with a unique crack. He roundhouse a bigger soldier, but the soldier just caught the punch and forced his fist back towards Ben. The Thing grunted and punched again, the larger masked soldier blocked it again with similar ease. The Thing punched again, and the hulking soldier dodged it, swerved around Ben and slammed a forceful punch into the hero's back. Ben gasped and fell forward, and his body hit the ground below, causing the entire building to shake.

"Ben!" Susan screamed. The shield finally broke, and streams of soldiers swarmed into the HQ, raising their guns. Mr. Fantastic put his hands up. There were too many soldiers to fight. He nodded to Johnny and Susan to do the same. Susan began to cry softly.

"Get out!" Ororo yelled at the trio of younger X-men. She yelled again before Bobby Drake, Paige Guthrie and Kitty Pryde actually bean to run through the claustrophobic halls of Xavier's mansion and to the sacred escape route they had used so many times before. The three bent slightly to enter the tunnel, Paige in the lead, with Kitty trailing behind Bobby. They all went quickly, as quickly as they could in a four foot high tunnel. Any smaller and they would have had to crawl. Paige turned her head slightly to speak to Bobby.

"What the hell is going on out there?" She half whispered. Even in the tunnel, they could hear the sounds of fighting in the mansion.

"Scott!" Bobby heard a voice ring, in his head. Jean's. it was a mix of horror, sadness and anger. No. No no no…. Cyclops couldn't be dead. Bobby kept going forward, keeping hope alive in his thought.

" Bobby, Kitty, they are in the tunnel!' Paige shouted in fear before machine gun fire filled the cramped route. Paige's body flew back, blood covering her front shirt. The bastards had killed her.

"Paige…" Bobby whimpered. He looked up, his eyes turning a dark black blue. He put his fist together in a clap, the sound turning into an ice pillar. The pillar shook and splattered through the three soldiers down the hall. Blood filled the tunnel, the smell, the sight… Bobby Took Kitty's hand and iced the bottom of the tunnel, using it to slide the rest of the way out. When the two burst out of the tunnel, Bobby began to ice slide as fast and as far away form the Mansion as possible. He looked back, every part of his body wanting to turn around and help fighting, but Ororo had given him orders. Get out, go hide. Don't come out until we reach you, protect Kitty and Paige. Bobby had failed miserably at protecting Paige. He only hoped he could protect Kitty.

An explosion rang out, both of the young mutants turned to see a fiery ruin where the Mansion used to be. Kitty cried out, and put her face into Bobby's shoulder, sobbing heavily.


	3. Death and Birth of Spiderman

Peter Parker suited up urgently. He stormed out of Aunt May's small house, with just as much urgency. His aunt came out of the house, trailing him.

"Peter!" She yelled, breathing heavily form the effort of running out of her home. Peter turned, his mask half on.

"Aunt May, I'm sorry.. I cant explain this.. I will though.. I promise." He looked at her. Aunt may nodded, disbelievingly. "I promise." Peter said, his tone mixing seriousness and love. Peter pulled the mask all the way down his face, and Spiderman leapt into the air, swinging towards the city, flinching at the sounds of pain and terror coming form the now dark city.

Spiderman landed on the street and ran a few steps to gain momentum, then leapt back into his web swinging pattern. In less than five minutes he reached the city, and the riots, gunfire and screaming mobs.

"Mommy look, its Spiderman!" A Little girl yelled, her sound of fear turning into delight. "Mommy!" She yelled, happily again. She looked, her mom was on the sidewalk, blood seeping from her stomach. The mother gaped up at her only child, smiled, and fell, dead on the floor.

Spiderman swept up the now crying girl. "Its ok little one." He reassured, "Its ok. Everything is going to be ok." Spiderman said, rubbing the poor girls back. He laid her on a rooftop, safe form harm, or at least as safe as anyone could be in this world.

Spiderman jumped off the edge and swung back into the streets, finding the ones that needed the most help and pulling them into safety. Armies, armies, were killing people in the streets, taking out heroes and recruiting villains. The government was under the control of Kingpin, in one night, the world had changed forever. And Spiderman didn't think he would be around to save it. Or anyone would be around to save it. We are all alone He thought to himself. Alone now. What is there to do? Spiderman shook his head. Fight. That's what we do. Fight, go down fighting. Spiderman nodded to himself and landed onto the ground, near a garrison of solders.

"Yo. Pinheads." Spiderman quipped. "Watcha looking for? Me? Well here I am, if you can catch me" Spiderman sung the last to words and jumped. Just like that he disparaged, the soldier looking around them, guns raised, safety off. And Spiderman appeared, in the middle of the group, kicking and punching through the army without mercy. Killing, even. He snagged to guns with his webs and pulled them back, catching one and filling holes into a couple men before throwing it another. Already, reinforcements were swarming around him and the army.  
Eddie Brock watched on the side, a soldier eyed him and raising his gun.

"Citizen, move or I make you move." The soldier ordered evilly.

"Why?" Eddie asked, a grin forming on his face "Because this is a Curfew zone, Kingpin's orders.

"Well fuck the kingpin." Eddie spat. The soldier raised his gun and motioned to fire, but Eddie had the gun out of the soldiers hands in a millisecond, twisting it around and pulling the trigger himself, bullets spraying into the soldiers chest. He hated Spiderman, but this was something else. War, and evil beyond his hatred for the webslinger. He put his differences aside and ran into the army of soldier, the symbolite suit encasing his body as he ran. Venom slammed two soldiers, picked them up and tossed them into the air. He punched violently, cracking the ribs of another. He could see the Spiderman, swiftly kicking and slinging soldiers at each other with his mastery of webs.

" Venom, what are you doing here?" He yelled, as he broke the nose of a soldier, and tripped him into another soldier.

"Helping you. What does it look like." Venom said, delightfully tossing more soldiers into walls. "Seems like you could use it"

"yeah. I could." Spiderman bashed two more men's head into each other. He spun to look at Venom. A Soldier had a rocket launcher pointed straight at Venom, and the black suited former villain couldn't see it. The rocket launched, and Spider man quickly pulled Venom to the side with a sling of his webs. But the rocket passed Venom, and hit the red and blue clad hero, and burst into flame. Spiderman was sent back, into a wall, half of his mask torn, the one eye showing open. Dead. God no. Not Spiderman.

Venom roared and plowed into the remaining soldiers, but was overrun. He barely made it out alive.

Spider man. Venom promised himself to avenge his former nemesis's death. That night, Eddie Brock sat up, one in the morning, sewing. With the last clamp of his machine, he stood back, and held up a makeshift Spiderman outfit. Venom died that day, ad a new Spiderman was reborn.


	4. Punisher's First Fight

"Thousands died yesterday in what is being called, a doomsday of modern civilization." A TV News reporter, female, said blandly. "Overnight, the former crime lord Kingpin took over America's government entirely, as well as control over the entire military. No one knows how this has happened, but some political scientists have their theories. Also, the Kingpin has been capturing or killing most of the Heroes in America. Spiderman fought in New York Yesterday, killing almost 118 men of Kingpin's new Army before dying himself. An Explosion form a artillery canon hit Xavier's Mansion at the same time yesterday, killing thirty seven people. The famous X-men Cyclops, Phoenix, Storm, Wolverine as well as several others. More news on that in a moment. Now we go to Bob Warner, who is at the scene of a assistive rally in front of The Empire State building, Kingpin's headquarters.

"This is a load of shit." Frank Castle spat angrily. They gave the news like it was nothing. An entire city was gone, Kingpin was in control of the most powerful country in the world, and so many heroes had died, just the day before. Not only were the bastards on TV reporting in a monotone, but they ignored some of the big things. Damn them. Damn them to hell. Of course, Frank Castle could do that. He wanted to.

"Lock and load time. Baby." He said, mimicking the terminator poorly. He pulled two Desert eagles and an AK-47 off the wall, stuffed ammo into his pockets and pulled on a t-shirt with the skull he knew so well.

" Frank Castle, you are under arrest." A voice on a megaphone called to him from the street below. So, the bastards took the fight to him had they?

"What are the charges?" He yelled back to the small mass of soldiers, taking positions behind the remains of the building across from his.

"Aiding many accused heroes against his Lordship, the Kingpin, as well as fighting against his forces in the past." The soldier said back, still through the megaphone.

"Lordship? He really has gotten you, hasn't he." Punisher teased.

"You are to come out without a struggle, and swear allegiance to his Lordship the Kingpin, or else we have permission and orders to fire onto you until dead." The soldier called back. Punisher suspected Kingpin somehow brainwashed these guys.

"Until who is dead, you or me?" Punisher kept up his teasing, intending to scare them. But it wasn't working. The faces of the soldiers were lank. So he had brainwashed them!

"You Castle"

"Well, I'm afraid I'm going to have to pass, thanks." Punisher readied his AK-47.

"Soldiers, open fire."

Punisher kicked back into the wall, machine gun fire putting holes into his apartment building without much effort. He pushed himself back onto his balcony and fired a clip into the soldiers below. Then, his entire balcony exploded, Punisher barely getting himself back in time. They had a tank. A tank. Punisher yelled out in fury, and unloaded another clip, half the bullets hitting the man in the turret seat of the tank. The mans body exploded with the force of so many bullets. Organs were forced out of the exit wound. People on the streets were screaming louder, and running as fast as they could to get away form the battle scene. The man's body fell out of the turret seat. Punisher took a grenade off his belt and lobbed it perfectly into the turrets bad, and into the insides of the tank The explosion sent shrapnel into more soldier, as well as the few citizens left watching.

"Fall back! Fall back!" One solider ordered. I guess they just couldn't handle the heat Punisher thought, smiling.


	5. Prison of Which We Stand

Captain America hated retreating. More than most could even comprehend, but he was overpowered. They all were. Every hero out there had no chance of beating the entire combined world armies. Especially now since most heroes were like what he was about to be doing. Hiding. Hiding form the rest of the world, create an underground operation, maybe try to save who they can. Possibly even build up power until...

Captain America shook this out of his head. This wasn't going to happen. He couldn't lead anymore. He wasn't sure he wanted to. So much had rested on his shoulders in the past, but now it was too much. Revolution, hell, the stress would kill him alone. No, no, he would go into hiding until someone else started an operation, a revolution. He hated the selfishness he found in his own thought, but put it away. More pressing matters to intend to. Such as, finding a place to hide. Germany, he suspected, was a good choice. He knew the country like the back of his hand. He ought here, and had a base no one knew about. Except winter Soldier, but that didn't matter. T was the last place anyone would look if they wanted to find him. An underground old Nazi bunker near Stuttgart.

Perfect.

But how to get there? He had absolutely no idea. The Quinjet had been destroyed. Conventional flight was grounded until further notice. What the hell could he do?

Then an Idea hit him. An old friend could probably find a way across an ocean, if Kingpin hadn't gotten to him. Black Panther had a boat, he could take him, and as many Avengers that were left across, go into hiding together. Or just…just.. He didn't know. Why was he hiding, and not fighting on the streets, like Daredevil and poor Spiderman did. Why was he, the symbol of America, running to another country like a complete coward.  
His shield gleamed in the morning sun as he suited up. Time to roll. Time to make heads roll.

Captain America made it two steps outside of his base before armed soldiers fired rounds of tranquilizer into him. He fell, and passed out.

Kitty Pryde fell asleep crying on the damp and cold forest floor. Bobby watched her solemnly, not crying, but on the verge of it. As Kitty fell asleep, Bobby stayed wide awake, watching for anything moving. Even a squirrel made him jump after a few hours of intent watching. Also, he tried to sort out what had just happened in his mind. All of the X-men, save him and a few others, were dead, or captured. All of the leaders were. Dead, the people he had trusted, Scott, who was like a father to him, dead. Shot, or died in the explosion. His teammates, schoolmates, friends. Dead, dead, dead. All of them. Now all he had left was Kitty.

"You still awake bobby?" Kitty asked, her eyes puffy red.

"Yeah, I have to keep lookout." And I couldn't sleep.

"I can lookout for a while, you look tired." Kitty offered shyly "I'm not." Bobby told her. He offered a sympathetic smile.

"its cold out here." Kitty added, trying to change the subject.

"Don't blame me." Bobby joked, trying to lighten the mood. It didn't work very well, but he id get a small smile out of Kitty. Kitty moved to him and laid her head on his shoulder. She smiled a bit and Bobby held her to him, and she fell asleep once again.

Standing, red clad against the red of blood on the walls of Hell's Kitchen, Daredevil surveyed the landscape before him. Hell's Kitchen was now the safest part of New York. He could help but smile at the irony. The soldiers couldn't get in twelve feet past the gangs. The people he had been fighting to bring down were now his closest allies. Together, the gangs set up a perimeter around hell's Kitchen, guarded heavily. Daredevil called it his refuge for Heroes. The first of many bound to come. Daredevil had sent messages hidden in emails to as many heroes as he could, and so far only a couple have came, each with their own horror stories.

Eddie Brock had the worst. Spiderman died, saving his Eddie's life. The life of someone that had been trying to kill him for years. Eddie had made a poorly sewn suit resembling Spiderman's, and was wearing it with a mix of pride and sadness.

An older woman came up to the new Spiderman, with tears in her eyes.

"The fool saved my life." She said, teary. Eddie took the fragile woman into his arms and hugged her tightly. The woman stood back and smiled very warmly. "Give me that thing." She said, pointing to his suit, "And come with me"

Eddie followed obligingly, and found the woman was leading him to her old apartment. She took out measuring tape. She began taking measurements of Eddie, smiling the whole time. About three hours later, she came out of her apartment, holding a expertly sewn Spiderman outfit, made to fit Eddie perfectly.  
"Here you go boy." She said, handing it too him. Eddie hugged the woman again, thanking her three times. He put it on, and felt like a whole new person.

Reed Richards paced in his cell next to Susan Storm. There had to be a way out of the damn prison, he was sure of it. But somehow, the place took away their powers. Ben Grimm wasn't the hulking mass of rocks he usually was, just a normal person, Johnny could flame on, and Reed couldn't stretch. What was the place? Reed had been in power dampening situations before, but none of them seemed to fit this one.

To make things worse, the prison guards didn't seem to even be alive, like zombies. No grumbling or anything. There was no way to get news form the outside world. But Reed knew it must be hell. Susan stood and put her hand on his shoulder.

"Its ok Reed. We can get out of here." She comforted, but it didn't help.

"I don't know if we can. Not yet at least." Reed sighed and sat on the floor. No where to run, no where to hide. Nothing to hide form though.

"I guess we are stuck for now." Johnny said, his cell was across from Reed's.

"Shut up hot head." Ben growled, he hadn't moved since they had been put into the cell, his twenty story fall had damaged him enough to cause pain with every muscle strained. "Isn't no way I'm getting out of here at all." He added grumpily.

"We can wait." Susan told Ben soothingly, "You will be ok in a matter of time"

"Yeah right. NO offense Susan, but we are stuck here. Well, I am stuck here. No more clobbering time for me." HE seemed resolved. "Besides, the Kingpin isn't going to let us live. He killed Spiderman, and tried to kill Castle, and Murdock"

"I wonder." Johnny said loudly, "Where Dr. Doom has gotten to. Kingpin has been killing some villains off as well. I heard Magneto got it"

"Well, Dr. Doom isn't stupid, I'm sure he has joined right up with the big Pin." Reed said. He stood back up and continued his pacing.

"That isn't comforting." Susan sighed.

"I know." Reed snapped.


	6. Leaders There Are None

Matt took off his mask and set it down tiredly. Time for sleep, he hadn't gotten any in days. He fell onto the floor and slept, nightmares woke him twice in the night, images of Kingpin burned into his mind. He needed information on this, fast too. If anyone was going to do anything they needed an inside man. But how?

An idea came to him, a great one. Double agent. Venom, the villain. Kingpin might take him in, as a spy on Daredevil, but also as a spy for Daredevil. Eddie would o it, he played the evil part well, with experience. It made perfect sense to Matt.

Would Eddie do it though? Matt wasn't sure. That was probably the only flaw in his plan. Kingpin would take him in, he had taken Dr. Doom in as his right hand man, and Bullseye had always been with Kingpin. Most of Spiderman's old enemies were with the Pin as well. Greengoblin, Shocker, Rhino, and Carnage were just a few. A ton of Brotherhood mutants had joined up after the death of Magneto. Rumors that the Fantastic four had joined Kingpin had reached Matt's ears as well, but he didn't believe them. But the F4 had gone missing. Matt guessed they had been killed, and Kingpin was using the rumor to either lure more heroes too him as a trap, or use it to help recruit more villains. Possibly both.

Daredevil was the one that knew the most about Kingpin, the crime lord was his biggest enemy before this apocalypse. Kingpin killed his father personally, and ordered the death of his one true love, Elektra. But he had no desire to lead. And Captain America had been captured that morning, along with Black Panther. Nick Fury was dead, the X-men. No leader were left. It was time to start searching.

* * *

Bobby sat up quickly. The pitter patter of feet slowly rose around him and Kitty. He pushed Shadow cat a few times to wake her, and then pulled her up.  
"We gotta go." He told her urgently. "Someone is here." He said, quietly, but with just as much urgency. The two got up and began to jog through the forest, trying their best to leave no trail for whoever was coming. Bobby stole a glance behind him. Sure enough, a team of about twenty of the soldiers that had destroyed the mansion was trailing behind them. Bobby ran faster, dragging Kitty a bit. Ahead he could see lights of ATV's. They had surrounded the to mutants.

"Quick, Kitty, right!." Bobby hissed, leading Kitty right, away form the soldiers. He ducked under a fallen tree, hidden from sight. Kitty followed. The two sat quietly, holding their breath, waiting for the soldiers to either find them and fight, or give up and leave. Second seemed like hours before Bobby could hear a soldier grumbling.

"They are gone, probably headed for the interstate. All units direct to 34-50" The soldier said. Turning his head slightly, the soldier though he caught the glint of an eye, but when he investigated, nothing was there. Just a fallen tree. He left, following his men back to the highway.

Kitty came up out of the ground, Bobby shaken. He hated it when Kitty did that. "Thanks." He said to her.

"No problem." She smiled back.

* * *

Steve Roger woke up in a dark cell. He grunted with the effort of sitting up against the back wall of the cell. The soldier hadn't removed his Captain America uniform.

"Hello?" He called out, unsure his voice would carry.

A strange fit of coughs sounded out., Steve called out again, "Who is there"

"Reed Richards. Who are you?" Reed Richards said. Mr. Fantastic. Captain America was in prison with the F4. This wasn't good. The F4 was his first choice for a leader of the remaining heroes, and if they were in this place, who else could be left?

"Captain America, Steve Rogers." Captain America said back.

"Damn. They got to you too. They killed Nick already"

" Have you heard anything on the Black Panther?" The flag bearing hero asked.

"No, not yet. These guards don't talk. I think they are brainwashed." Reed said.

"That would explain a lot. Its not the army to just turn around and start massacring people in the streets." Captain America sighed. "Any news on Washington?"

"DC? Yes actually, they died no survivors, and I think Kingpin is going to do the same to New York City." Reed's voice drowned in, a train passed, its horns blowing loudly.

"There is a train near by?" Captain America asked, looking up quickly.

"Yeah. That's the third one we've heard. They come every day at 2 in the morning. They bring guns and ammunition to the brainwashed troops." Johnny spoke this time.

"Any ideas on how to get out of here?" Captain America asked.

"Yes, and you just completed the cycle." Reed said, smiling in the darkness of his damp prison cell.


End file.
